Page 184 - Eurotec-Ltd-Price-Book-2017-2018-Online

Eurotec Ltd Conditions of Sale

10. Title
10.1 It is the intention of the Seller and agreed by the Buyer that property in the 13. Intellectual property
Goods shall not pass until: 13.1 Where the Seller has designed or drawn Goods for the Buyer, then the copyright
(a) The Buyer has paid all amounts owing for the particular Goods, and in those designs and drawings shall remain vested in the Seller, and shall only be used
(b) The Buyer has met all other obligations due by the Buyer to the Seller in by the Buyer at the Seller’s discretion.
respect of all contracts between the Seller and the Buyer, and that the Goods,
or proceeds of the sale of the Goods, shall be kept separate until the Seller shall 13.2 The Buyer warrants that all designs or instructions to the Seller will not cause the
have received payment and all other obligations of the Buyer are met. Seller to infringe any patent, registered design or trademark in the execution of the
10.2 Receipt by the Seller of any form of payment other than cash shall not be Buyer’s order.
deemed to be payment until that form of payment has been honoured, cleared or 14. Cancellation
recognised and until then the Seller’s ownership of rights in respect of the Goods 14.1 The Seller may cancel these terms and conditions or cancel delivery of Goods
shall continue. and Services at any time before the Goods are delivered by giving written notice.
10.3 It is further agreed that: On giving such notice the Seller shall promptly repay to the Buyer any sums paid
(a) Until such time as ownership of the Goods shall pass from the Seller to the in respect of the Price for those Goods. The Seller shall not be liable for any loss or
Buyer the Seller may give notice in writing to the Buyer to return the Goods or any damage whatsoever arising from such cancellation.
of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership
or any other interest in the Goods shall cease. 15. Privacy Act 1993
15.1 The Buyer and the Guarantor/s (if separate to the Buyer) authorises the Seller to:
(b) If the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s
agent may enter upon and into land and premises owned, occupied or used by (a) collect, retain and use any information about the Buyer, for the purpose of
the Buyer, or any premises as the invitee of the Buyer, where the Goods are assessing the Buyer’s creditworthiness or marketing products and services; and
situated and take possession of the Goods, without being responsible for any (b) to disclose information about the Buyer, whether collected by the Seller from the
damage thereby caused.
Buyer directly or obtained by the Seller from any other source, to any other credit
11. Personal Property Securities Act 1999 provider or any credit reporting agency for the purposes of providing or obtaining a
11.1 Upon assenting to these terms and conditions in writing the Buyer credit reference, debt collection or notifying a default by the Buyer.
acknowledges and agrees that: 15.2 Where the Buyer is a natural person the authorities under (clause 15.1) are
(a) these terms and conditions constitute a security agreement for the purposes of
the PPS A; and authorities or consents for the purposes of the Privacy Act 1993.
15.3 The Buyer shall have the right to request the Seller for a copy of the information
(b) a security interest is taken in all Goods previously supplied by the Seller to the about the Buyer retained by the Seller and the right to request the Seller to correct any
incorrect information about the Buyer held by the Seller.
Buyer (if any) and all Goods that will be supplied in the future by the Seller to the
Buyer during the continuance of the parties relationship. 16. Buyer’s Disclaimer
11.2 The Buyer undertakes to: 16.1 The Buyer hereby disclaims any right to rescind, or cancel the contract or to sue
(a) sign any further documents and/or provide any further information, such for damages or to claim restitution arising out of any misrepresentation made to him
by any servant or agent of the Seller and the Buyer acknowledges that he buys the
information to be complete, accurate and up-to-date in all respects, which the
Seller may reasonably require to register a financing statement or financing Goods relying solely upon his own skill and judgement.
change statement on the Personal Property Securities Register; 17. Contractual Remedies Act
17.1 The provisions of the Contractual Remedies Act 1979 shall apply to this contract
(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in as if section 15(d) of the Contractual Remedies Act which states that nothing in the
registering a financing statement or financing change statement on the Personal Contractual Remedies Act shall affect the Sale of Goods Act 1908, were omitted from
Property Securities Register or releasing any Goods charged thereby; the Contractual Remedies Act 1979.

(c) not register a financing change statement or a change demand without the 18. Unpaid Seller’s Rights To Dispose Of Goods
prior written consent of the Seller; 18.1 In the event that:
(a) the Seller retains possession or control of the Goods; and
(d) give the Seller not less than fourteen (14) days prior written notice of any pro-
posed change in the Buyer’s name and/or any other change in the Buyer’s details (b) payment of the Price is due to the Seller; and
(including but not limited to, changes in the Buyer’s address, facsimile number, or (c) the Seller has made demand in writing of the Buyer for payment of the Price in
business practice); and terms of this contract; and

(e) immediately advise the Seller of any material change in its business practices (d) the Seller has not received the Price of the Goods, then, whether the title in the
of selling the Goods which would result in a change in the nature of proceeds Goods has passed to the Buyer or has remained with the Seller, the Seller may
derived from such sales. dispose of the Goods and may claim from the Buyer the loss to the Seller on such
disposal.
11.3 The Seller and the Buyer agree that nothing in sections 114(1 )(a), 133 and
134 of the PPSA shall apply to these Terms and Conditions. 19. Consumer Guarantees Act 1993
11.4 The Buyer waives its rights as a debtor under sections 116,120(2), 121, 125, 19.1 This agreement is subject to the provisions of the Consumer Guarantees Act
126, 127,129, 131 and 132 of the PPSA. 1993 in all cases except where the Buyer is contracting within the terms of a trade/
11.5 Unless otherwise agreed to in writing by the Seller, the Buyer waives its right business (which cases are specifically excluded).
to receive a verification statement in accordance with section 148 of the PPSA.
11.6 The Buyer unconditionally ratifies any actions taken by the Seller under 20. Construction Contracts Act 2002
clauses 11.1 to 11.5. under and by virtue of the power of attorney given by the 20.1 The parties agree that for the purposes of the Construction Contracts Act 2002
Buyer to the Seller. this contract is not a commercial construction contract or a construction contract
whether for a commercial or residential property or work and devise liability under this
12. Security & Charge contract shall be in no way limited by any contract that the Buyer may have entered
12.1 Despite anything to the contrary contained herein or any other rights which into with a third party in relation to the supply of Goods and/or Services to that third
the Seller may have howsoever: party or the payment by the third party to the Buyer of any monies whether by prog-
(a) Where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any ress payments or otherwise.
other asset capable of being charged, both the Buyer and/or the Guarantor agree
to mortgage and/or charge all of their joint and/or several interest in the said land, 21. General
realty or any other asset to the Seller or the Seller’s nominee to secure all amounts 21.1 If any provision of these terms and conditions shall be invalid, void or illegal or
and other monetary obligations payable under the terms and conditions. The unenforceable the validity existence, legality and enforceability of the remaining
Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s provisions shall not be affected, prejudiced or impaired.
nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall 21.2 All Goods and Services supplied by the Seller are supplied subject to the laws of
be released once all payments and other monetary obligations payable hereunder New Zealand and the Seller takes no responsibility for changes in the law that affect
have been met. the Goods or Services supplied.
21.3 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss
(b) Should the Seller elect to proceed in any manner in accordance with this and/or expense (including loss of profit) suffered by the Buyer arising out of a breach
clause and/or its sub-clauses, the Buyer and/or Guarantor shall indemnify the by the Seller of these terms and conditions.
Seller from and against all the Seller’s costs and disbursements including legal 21.4 In the event of any breach of this contract by the Seller the remedies of the Buyer
costs on a solicitor and own client basis. shall be limited to damages. Under no circumstances shall the liability of the Seller
exceed the Price of the Goods.
(c) To give effect to the provisions of clause [11, 12.1(a) to (b)] inclusive hereof 21.5 Neither party shall be liable for any default due to any act of God, terrorism, war,
the Buyer and/or the Guarantor (if any) do hereby irrevocably nominate constitute strike, lock out, industrial action, flood, storm or other event beyond the reasonable
and appoint the Seller or the Seller’s nominee as the Buyer’s and/or Guarantor’s control of either party.
true and lawful attorney to execute mortgages and charges (whether register- 21.6 The Buyer shall not set off against the Price amounts due from the Seller.
able or not) including such other terms and conditions as the Seller and/or the 21.7 The Seller may license or sub-contract all or any part of its rights and obligations
Seller’s nominee shall think fit in his/her/its/their absolute discretion against the without the Buyer’s consent.
joint and/or several interest of the Buyer and/or the Guarantor in any land, realty 21.8 The Seller reserves the right to review these terms and conditions at any time
or asset in favour of the Seller and in the Buyer’s and/or Guarantor’s name as and from time to time. If, following any such review, there is to be any change in such
may be necessary to secure the said Buyer’s and/or Guarantor’s obligations and terms and conditions, that change will take effect from the date on which the Seller
indebtedness to the Seller and further to do and perform all necessary and other notifies the Buyer of such change.
acts including instituting any necessary legal proceedings, and further to execute
all or any documents in the Seller’s absolute discretion which may be necessary or
advantageous to give effect to the provisions of this clause.
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